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Commercial Law


THE CORPORATE TRANSPARENCY ACT REPORTING OBLIGATIONS

Jason Warner | Law Offices of Jonathan H. (Jason) Warner, P.A.
Robert Dube | Eckland & Blando
Andrew Weiner | Pillsbury Winthrop Shaw Pittman

Re-Broadcast: February 29, 2024

2 - 5:20 PM EST    1 - 4:20 PM CST    12 - 3:20 PM MST    11 AM - 2:20 PM PST  

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 * Program Summary
 * Speakers
 * Agenda


PROGRAM SUMMARY

Session I - The Corporate Transparency Act and Beyond – Jason Warner

This session provides a comprehensive overview of the Corporate Transparency Act
(CTA) and related regulatory aspects, providing a structured breakdown into key
sections. This program will serve as a valuable guide for navigating the
complexities of the Corporate Transparency Act and related regulations.

Key Topics

 * The Corporate Transparency Act and Beyond
 * Background/Rationale
 * Effective Date/Reporting Schedule/Deadlines
 * Reporting Company
 * Reporting Company Exemptions
 * Beneficial Owner
 * Applicant and Supervisor
 * Penalties
 * Impact on Law Firms
 * Access and Security proposed regulations--reaction by banks, transparency
   advocates
 * Closing Remarks

Session II - Here Comes the Sun: The corporate transparency act reporting
obligations – Robert Dube

The Corporate Transparency Act imposes significant new reporting obligations on
corporate entities based on a stated goal of cracking down on money laundering
and drug cartels. This presentation will explain the reporting obligations,
exceptions to the same, and the penalties for failure to comply. Further, there
will be a short exploration of how this could affect litigation going forward.

Key Topics

 * Specific details that have to be reported
 * Elements that qualify or disqualify a business from having to report
 * Penalties for failure to report
 * How it could affect determinations of diversity jurisdiction in civil
   litigation going forward

Session III - Effect of the Corporate Transparency Act and Related AML
Initiatives on the Real Estate Sector – Andrew Weiner

This session will delve into the intricate implications of the Corporate
Transparency Act (CTA) on the real estate sector. This discussion will focus on
the unique impact of the CTA and Anti-Money Laundering (AML) regulations on real
estate entities. We will explore how these regulations affect large operating
companies, holding companies, and Special Purpose Entities (SPEs), as well as
their disclosure liabilities for lenders. Additionally, we will analyze the CTA
within the broader AML context, considering its interface with existing AML
disclosure regimes, such as Geographic Targeting Orders (GTOs), the Enablers
Act, the Anti-Money Laundering Act of 2020 (AFIDA), and the Illicit Cash Act
(IISA).

Furthermore, we will examine the recent FinCEN Real Estate Advanced Notice of
Proposed Rulemaking (ANPRM) issued on December 21 and its implications. Our
discussion will also encompass the evolving landscape of state and local laws,
the impact of these regulations on real estate transactions, and the resultant
changes in real estate documentation, due diligence processes, company
structures, documents, and Directors & Officers (D&O) insurance. Lastly, we will
explore the role and influence of legal practitioners in navigating these
regulatory changes.

Key Topics

 * Application of exemptions to SPE’s and other entities used for real estate
   investments, including trusts and pooled investment vehicles
 * Whether lenders, advisors, board members and others will be “beneficial
   owners”
 * How to apply the CTA rules to complex capital structures
 * Other AML initiatives that impact or may impact real estate
 * Due diligence and drafting responses in real estate transactions

This course is co-sponsored with myLawCLE.

Date / Time: February 29, 2024

 * 2:00 pm – 5:20 pm Eastern
 * 1:00 pm – 4:20 pm Central
 * 12:00 pm – 3:20 pm Mountain
 * 11:00 am – 2:20 pm Pacific

Closed-captioning available


SPEAKERS

Jason Warner | Law Offices of Jonathan H. (Jason) Warner, P.A.

Jonathan H. (Jason) Warner concentrates his practice on international tax
matters. He is a former chair of the Florida Bar Tax Section and was named the
Section’s ‘Tax Attorney of the Year” in 2008. He was a principal participant in
the Section’s FIRPTA withholding tax project that resulted in enactment of a new
model federal tax withholding system. He is a past Chair of the Committee on
International Tax of the ABA Section of International Law and Practice, and has
authored several comments to Congress and the Treasury on pending federal
legislation or regulations.

He has been a frequent speaker and writer on international and other tax topics.
He received his J.D. degree in 1971 from Columbia University School of Law,
where he was Managing Editor of the Columbia Journal of Transnational Law. Prior
to opening his own practice in 1999, he was a partner in the law firms
Greenberg, Traurig; Fowler, White (Miami); and Baker & McKenzie. An early
adaptor to telecommuting, he now works primarily from the North Carolina
mountains.

 

Robert Dube | Eckland & Blando

Robert “Robby” Dube grew up working in his family’s small business and ranch, so
he understands the needs of businesses and works tirelessly to advocate for them
in a cost-effective manner. He is a zealous litigator, having briefed, argued,
and won numerous motions before both state and federal courts across the
country, including maritime and admiralty cases, and has engaged in every stage
of the litigation process. Robby also has deep experience with the factoring
industry, and in the customs industry, litigating for and advising clients
across the country.

Robby is deeply familiar with pursuing claims against all levels of government,
including bid protests, municipal litigation, challenging terminations for
cause, drafting requests for equitable adjustments, and producing government
contract compliance guides for businesses. He has engaged in significant
Administrative Procedures Act challenges against the federal government’s
regulations under the ESA and MMPA at the district and Circuit level, winning
unanimous decisions.

Robby is passionate about fighting for civil rights and civil liberties and has
zealously and effectively represented citizen groups across the country wherever
their government has tried to take away their rights to referendum, free speech,
free association, and more. Recently, Robby has been involved in the fight
against foreign ownership of crucial infrastructure projects, fighting to
protect national security and the environment.

Robby graduated magna cum laude from the University of Minnesota Law School,
where he served as Law Council President and as Executive Editor of the
Minnesota Journal of International Law. He also served as the Head Writer for
the law school musical group T.O.R.T. (Theatre of the Relatively Talentless) and
led the Orientation Program as a Program Director. After graduating, Robby
clerked for Hawai’i Supreme Court Associate Justice Richard Pollack.

 

Andrew Weiner | Pillsbury Winthrop Shaw Pittman

Pillsbury Real Estate partner Andrew Weiner’s practice is global in scope, with
a significant and sustained concentration on transactions in the New York
metropolitan area.

Since 1976, Andrew has represented domestic and foreign clients in equity and
debt transactions, the creation of real estate funds and joint ventures, and
transactions involving distressed real estate.

Andrew’s practice has had a significant concentration in the hospitality and
real estate investment trust (REIT)sectors, and in leasing. His clients have
included funds, family offices, institutional lenders, universities, non-U.S.
investors and New York City developers. Andrew Weiner is a prominent figure in
real estate law, known for his work that includes:

Representing a Swedish public real estate company in joint ventures with a
Manhattan-based developer to acquire and develop four sites in Manhattan as
boutique office buildings, as well as an early-stage investment in a real estate
company.

Representing a New York-based university/medical center in various real estate
transactions over three decades, including the acquisition or master lease of
nine dormitories and multiple administrative facilities, over 3 million square
feet of leasing as landlord or tenant, P3 transactions, development of a
biotechnology center, and reorganization of an academic medical center as a
commercial condominium.

Representing Prima Mortgage Investment Trust LLC as a co-lender advancing more
than $100 million of a $200 million acquisition loan used to finance the
purchase of DreamWorks Animation’s headquarters and campus in Glendale,
California.

Andrew Weiner’s education includes a J.D. from Harvard Law School, where he
graduated cum laude in 1976, and a B.A. from Yale University, where he graduated
magna cum laude in 1972.


AGENDA

Session I – The Corporate Transparency Act and Beyond | 2:00pm – 3:40pm

 * The Corporate Transparency Act and Beyond | 2:00pm – 2:05pm
   * NDAA/AMLA
   * Proposed and Final Regs
   * Access and Security Proposed Regs
   * Deferred rule: CDD Harmonization
   * Pending real estate rules
   * No Certificates in bearer form
   * Technology

 * Background/Rationale | 2:05pm – 2:10pm
   * FATF report
   * Prior legislative and regulatory initiatives
   * ABA: Gatekeeper issue
   * Old world of confidentiality in context
   * U.S. tax initiatives/FATCA/CRS
   * CRS; non-U.S. registries; public access
   * FinCEN: Bank Secrecy Act mission expanded
   * Cost and time estimate for reporting companies
   * Dependent on cooperation by states to alert companies to filing requirement

 * Effective Date/Reporting Schedule/Deadlines | 2:10pm – 2:20pm
   * Existing Companies/New Companies
   * Updates
   * Corrective reports and safe harbor
   * Reporting form –How to file; Who can file

 * Reporting Company | 2:20pm – 2:30pm
   * US corporations, LLCs
   * LLPs/LLLPs, business trusts; similar entities
   * Trusts/Partnerships excluded except in beneficial owner context
   * Foreign entities
   * Subsidiary of exempt company
   * Exempt companies not required to report exemption; exceptions
   * Loss of Exemption

 * Reporting Company Exemptions | 2:30pm – 2:40pm
   * Non-profits and homeowner associations
   * Public accounting firms
   * Money services business
   * Charitable and Split-Interest Trusts
   * Large operating company
   * Inactive company
   * Other

 * Beneficial Owner | 2:40pm – 2:50
   * Multiple beneficial owners increase compliance difficulty and risk of
     inadvertent error
   * Tiered ownership
   * Upper-tier trusts and partnerships
   * Exceptions
   * Substantial control issues
   * Information to be provided on reporting form.
   * FinCEN identifier
   * Retention of beneficial ownership data by FinCEN

 * Applicant and Supervisor | 2:50pm – 3:00pm

Break | 3:00pm – 3:10pm

 * Penalties | 3:10pm – 3:20pm
   * Aggregation of penalties
   * No relief provision except safe harbor
   * Reporting company
   * Control person
   * Indirect liability
   * FinCEN penalty process

 * Impact on Law Firms | 3:20pm – 3:30pm
   * Reporting Company
   * Applicant and Supervisor
   * Ethics issues
   * Law firms as gatekeepers

 * Access and Security proposed regulations–reaction by banks, transparency
   advocates | 3:30pm – 3:35pm
   * Consent required, but separate requests for each company
   * Can’t search for other companies owned by beneficial owner
   * Will banks receive updated or corrective filings?
   * What to do if CDD information differs from CTA filing? No safe harbor for
     regulatory audits.
   * Sharing restrictions re bank employees, foreign offices, independent
     auditors and third-party service providers
   * Are banks required to access, or voluntary?
   * Restrictions on domestic law enforcement
   * Restrictions on foreign law enforcement
   * Access by federal agencies
   * No verification of information
   * Security—prior FinCEN leak of SARS
   * Susceptibility to scams

 * Closing Remarks | 3:35pm – 3:40pm
   * Compliance cost
   * Verification or validation
   * Will FinCEN be ready?
   * What else is coming?
   * Is CTA really necessary or useful?

 

Session II – Here Comes the Sun: The corporate transparency act reporting
obligations | 3:40pm – 4:50pm

 * Specific details that have to be reported | 3:40pm – 3:55pm
 * Elements that qualify or disqualify a business from having to report | 3:55pm
   – 4:10pm

Break | 4:10pm – 4:20pm

 * Penalties for failure to report | 4:20pm – 4:35pm
 * How it could affect determinations of diversity jurisdiction in civil
   litigation going forward | 4:35pm – 4:50pm

 

Session III – Effect of the Corporate Transparency Act and Related AML
Initiatives on the Real Estate Sector | 4:50pm – 5:20pm

 * Application of exemptions to SPE’s and other entities used for real estate
   investments, including trusts and pooled investment vehicles | 4:50pm –
   4:55pm
 * Whether lenders, advisors, board members and others will be “beneficial
   owners” | 4:55pm – 5:00pm
 * How to apply the CTA rules to complex capital structures | 5:00pm – 5:05pm
 * Other AML initiatives that impact or may impact real estate | 5:05pm – 5:10pm
 * Due diligence and drafting responses in real estate transactions | 5:10pm –
   5:20pm


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